Software Renewal Agreement - Kronos, Inc.

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APPt.ICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR. 10. DATA SECURITY 10.1 As part of the Program, Kronos shag provide these Krows secatoiity-feEated services described In ilia Cloud Services SM. Customer acknowledges that the sectrtly-retatsd services endeavor to mitigate security irraldents, but such Incidents may not be mitigated entirely or rendered harmless. Customer shoed consider any particular security -related service as just one tool to be used as part of an overall security strategy and not a guarantee of seaeity. Both parties agree to empty tAM all applicable privacy or date protection statutes, rules, or regulations governing the respective activities of Ole parties. 10.2 AD Personafiy Identifiable Data contained in arty Software. Equipment or systems supplied by Kronos, or to which Kmnos has access to under this Section GA, as between Kronas and Customer, is Customer's Confidential Information and will (Maki the property of Customer. Customer hereby consents Io the use, processing anchor disclosure of Perwmily Identifiable Data only for the purposes descrilxd herein and to the extent such use or processing Is necessary for Kronos to carry out Its duties and respons€bilWes under this Section C.1 or as required by law. 10.3 Prior to Initiation of the Program and on an ongoing basis thereaiter. Cuslomer agrees to pravtde nok* to Kmnos of any extraordinary privacy or data protection stabiles, rules, or regulations which are or become applcabe to Customer and which could be imposed on Krnrws as a result of provision of the Program, Customer will ensure that: (a) the transfer and storage of any Personally Identifiable pats to Kronos and managed by Kronos' or 5uppiiem's data center Is legitimate under applicable data prolection laws and regufatkm; and (b) Customer will obtaln oonsent from individuals for such transfer and storage io the extent nMulred under applicable laws and regulations. 10.4 At no cost to C istormer. Kmnos shall upon 0) request by Customer at any time and (1) the cessation of the Program, promptly return to Customer, In the format and on the media in use as of the date of the request, all Personally Identifiable Data. 11. tern and termination 11.1 At the expiration of the Initial Tenn, the applicable Programs shall automatically renew for successive one year periods unless eliher party provides notice of Its Intent not to renew at least sixty (60) days prior to the expiration of the them -current tern. Kronos may suspend or terminate the Program upon notice In the event of any breach by Customer of this Section C.I. No Program Interruption shall be deemed to have occurred during, and no Program credits shall be owed for, any authorized suspension of the program. 12.2 Customer may terminate the Program by written notice at any fime during the term of this Section If Kroas materially breaches any provision of this Section, and such default is not cured Mthln thirty (30) days after receipt of written notice from Customer, In the event of such termination by Customer, Customer shall pay Kronos withln thirty (30) days all fees then due and owing for the Program prior to the date of termination. 12.3 Customer may terminate the Program for convenience on no less than ninety (90) days prior witten notice to Kronns, 12,4 In the event of termination of the Program by Customer for comrengence or by Kronos for cause during the Initial Term, Customer will pay to Kronos any out of pocket expenses Inured by Kronos In terminating the Program plus an early Iarmminatlon fee based on the following calculation: one (1) month of the then -current Monthly Services Fees for every twelve (12) month period (or portion thereof) remaining in the initial Term. By way of ammple only, If Customer term€nates the Program for convergence with fifteen (15) months remaining in the Initial Tern, Customer+Mll be responsible to pay Kronos two (2) months of the them -current Monthly Services Fees. 16